SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the registrant [X]

Filed by a party other than the registrant [ ]

Check the appropriate box:

[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).

[X] Definitive proxy statement.

[ ] Definitive additional materials.

[ ] Soliciting material pursuant to Rule 14a-12

Weyco Group, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

Weyco Group, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of filing fee (check the appropriate box):

[ ] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

- --------------------------------------------------------------------------------

(2) Aggregate number of securities to which transaction applies:

- --------------------------------------------------------------------------------

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

- --------------------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

- --------------------------------------------------------------------------------

(5) Total fee paid:

- --------------------------------------------------------------------------------

[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount Previously Paid:

- --------------------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

- --------------------------------------------------------------------------------

(3) Filing Party:

- --------------------------------------------------------------------------------

(4) Date Filed:

- --------------------------------------------------------------------------------

[WEYCO GROUP, INC. LOGO]

Glendale, Wisconsin

Notice of

ANNUAL MEETING OF SHAREHOLDERS
To be Held April 24, 2001

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of WEYCO GROUP,
INC., a Wisconsin corporation (hereinafter called the "Company"), will be held
at the general offices of the Company, 333 West Estabrook Boulevard, Glendale,
Wisconsin 53212, on Tuesday, April 24, 2001 at 10:00 A. M. (Central Daylight
Time), for the following purposes:

1. To elect two members to the Board of Directors; and

2. To consider and transact any other business that properly may come before
the meeting or any adjournment thereof.

The Board of Directors has fixed March 5, 2001 as the record date for the
determination of the common shareholders entitled to notice of and to vote at
this annual meeting or any adjournment thereof.

The Board of Directors requests that you indicate your voting directions, sign
and promptly mail the enclosed proxy(ies) for the meeting. Any proxy may be
revoked at any time prior to its exercise.

By order of the Board of Directors,

JOHN F. WITTKOWSKE

Secretary

March 23, 2001
3

PROXY STATEMENT

INTRODUCTION

The enclosed proxy is solicited by the Board of Directors of Weyco Group, Inc.
for exercise at the annual meeting of shareholders to be held at the offices of
the Company, 333 West Estabrook Boulevard, Glendale, Wisconsin 53212, at 10:00
A. M. (Central Daylight Time) on Tuesday, April 24, 2001, or any adjournment
thereof.

Any shareholder delivering the form of proxy has the power to revoke it at any
time prior to the time of the annual meeting by filing with the Secretary of the
Company an instrument of revocation or a duly executed proxy bearing a later
date or by attendance at the meeting and electing to vote in person by giving
notice of such election to the Secretary of the Company. Proxies properly signed
and returned will be voted as specified thereon. The proxy statements and the
proxies are being mailed to shareholders on approximately March 23, 2001.

The Company has two classes of common stock entitled to vote at the
meeting -- Common Stock with one vote per share and Class B Common Stock with
ten votes per share. As of March 5, 2001, the record date for determination of
the common shareholders entitled to notice of and to vote at the meeting or any
adjournment thereof, there were outstanding 3,033,289 shares of Common Stock and
913,329 shares of Class B Common Stock.

SECURITY OWNERSHIP OF MANAGEMENT AND OTHERS

The following table sets forth information, as of March 5, 2000, with respect to
the beneficial ownership of the Company's common stock by each director and
nominee for director, for each of the named executive officers identified for
"Management Compensation" herein and by all directors and executive officers as
a group.

COMMON STOCK CLASS B COMMON STOCK
------------------------ ------------------------
NO. OF SHARES NO. OF SHARES
AND NATURE OF AND NATURE OF
BENEFICIAL PERCENT BENEFICIAL
OWNERSHIP OF CLASS OWNERSHIP PERCENT
(1)(2) (3) (2) OF CLASS
------------- -------- ------------- --------

Thomas W. Florsheim................................. 462,185 14.96 606,420 66.40
333 W. Estabrook Blvd., Glendale, WI 53212
John W. Florsheim................................... 135,902 4.40 10,266 1.12
333 W. Estabrook Blvd., Glendale, WI 53212
Thomas W. Florsheim, Jr............................. 178,971 5.80 10,542 1.15
333 W. Estabrook Blvd., Glendale, WI 53212
James F. Gorman..................................... 36,000 1.18 -- --
Peter S. Grossman................................... 29,050 .95 10,700 1.17
Virgis W. Colbert................................... -- -- -- --
Robert Feitler...................................... 30,000 .99 45,000 4.93
Leonard J. Goldstein................................ 3,000 .10 -- --
Frank W. Norris..................................... 6,822 .22 822 .09
Frederick P. Stratton, Jr........................... 28,000 .92 18,000 1.97
All Directors and Executive Officers as a Group (12
persons including the above-named)................ 996,630 30.05 701,750 76.83

NOTES:

(1) Includes the following unissued shares deemed to be "beneficially owned"
under Rule 13d-3 which may be acquired upon the exercise of outstanding
stock options: Mr. Thomas W. Florsheim -- 55,000; Mr. John W.
Florsheim -- 55,000; Mr. Thomas W. Florsheim, Jr. -- 55,000; James F.
Gorman -- 26,000; Peter S. Grossman -- 26,000; All Directors and Executive
Officers as a Group -- 283,000.

1
4

(2) The specified persons have sole voting power and sole dispositive power as
to all shares indicated above, except for the following shares as to which
voting and dispositive power are shared:

CLASS B
COMMON COMMON
------ -------

Thomas W. Florsheim 12,948 12,948
John W. Florsheim 17,492 --
Thomas W. Florsheim, Jr. 41,753 --
Peter S. Grossman 3,050 10,700
All Directors and Executive Officers
as a Group 75,243 23,648

(3) Calculated on the basis of outstanding shares plus shares which can be
acquired upon exercise of outstanding stock options, by the person or group
involved.

The following table sets forth information, as of December 31, 2000, with
respect to the beneficial ownership of the Company's Common Stock by those
persons, other than those reflected in the above table, believed by the Company
to own beneficially more than five percent (5%) of the Common Stock outstanding.
The Company believes there are no other persons who own beneficially more than
five percent (5%) of the Class B Common Stock outstanding.

NAME AND ADDRESS OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- --------------------------- -------------------- ----------------

Royce & Associates, Inc.,
Charles Royce
1414 Avenue of the Americas
New York, New York 10019 433,714 14.3%

NOTE:

According to the Schedule 13G statement filed as a group by Royce &
Associates, Inc. and Charles Royce in February 2001, Royce & Associates,
Inc. has sole voting and dispositive power with respect to 433,714 shares of
Common Stock of the Company.

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ELECTION OF DIRECTORS

A majority of the votes entitled to be cast by outstanding shares of Common
Stock and Class B Common Stock (considered together as a single voting group),
represented in person or by proxy, will constitute a quorum at the annual
meeting.

Directors are elected by a plurality of the votes cast by the holders of the
Company's Common Stock and Class B Common Stock (voting together as a single
voting group) at a meeting at which a quorum is present. "Plurality" means that
the individuals who receive the largest number of votes cast are elected as
directors up to the maximum number of directors to be chosen at the meeting.
Consequently, any shares not voted (whether by abstention, broker nonvote or
otherwise) have no impact in the election of directors except to the extent the
failure to vote for an individual results in another individual receiving a
larger number of votes. Votes "against" a candidate are not given legal effect
and are not counted as votes cast in an election of directors. Votes will be
tabulated by an inspector at the meeting.

The persons who are nominated as directors and for whom the proxies will be
voted and all continuing Directors are listed below. If any of the nominees
should decline or be unable to act as a Director, which eventuality is not
foreseen, the proxies will be voted with discretionary authority for a
substitute nominee designated by the Board of Directors.

There are no family relationships between any of the Company's directors and
executive officers, except that Thomas W. Florsheim is the father of Thomas W.
Florsheim, Jr. and John W. Florsheim.

SERVED AS
NOMINEES DIRECTOR PRINCIPAL OCCUPATION AND
FOR TERM EXPIRING 2004 AGE SINCE BUSINESS EXPERIENCE
---------------------- --- --------- -------------------------------------------------------

Thomas W. Florsheim 70 1964 Chairman of the Board, 1968 to present; Chief Executive
(1) Officer of the Company, 1968 to 1999.
Frank W. Norris 80 1981 Chairman of the Board and Chief Executive Officer of
(1)(2)(3)(4) Ken Cook Company, 1997 to present; Director of
Associated Bank Milwaukee,1977 to 1997; President of
Associated Bank Milwaukee, 1994 to 1997; Vice Chairman
of the Board of Associated Bank Milwaukee, 1991 to
1994; Chairman of the Board of Associated Bank
Milwaukee, 1985 to 1991.
CONTINUING DIRECTORS
TERM EXPIRES 2003
- ----------------------------
Virgis W. Colbert 61 2000 Executive Vice President of Miller Brewing Company,
(1)(2)(3)(4) 1997 to present; also a Director of Miller Brewing
Company, Delphi Automotive Systems, Inc., Bradley
Center Sports and Entertainment Corporation, Columbia
Health Systems, and The Greater Milwaukee Open.
John W. Florsheim 37 1996 Executive Vice President, Chief Operating Officer and
Assistant Secretary of the Company, 1999 to present;
Executive Vice President of the Company, 1996 to 1999;
Vice President of the Company, 1994 to 1996; Brand
Manager, M & M/Mars, Inc., 1990 to 1994.
Frederick P. Stratton, Jr. 61 1976 Chairman of the Board and Chief Executive Officer of
(1)(2)(3)(4) Briggs & Stratton Corporation (Manufacturer of Gasoline
Engines), 1986 to present; also a Director of Banc One
Corporation, Midwest Express Holdings, Inc., Wisconsin
Electric Power Co. and Wisconsin Energy Corporation.

3
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SERVED AS
CONTINUING DIRECTORS DIRECTOR PRINCIPAL OCCUPATION AND
TERM EXPIRING 2002 AGE SINCE BUSINESS EXPERIENCE
-------------------- --- --------- -------------------------------------------------------

Thomas W. Florsheim, Jr. 43 1996 President and Chief Executive Officer of the Company,
1999 to present; President and Chief Operating Officer
of the Company, 1996 to 1999; Vice President of the
Company, 1988 to 1996.
Robert Feitler 70 1964 Chairman, Executive Committee of the Company, 1996 to
(1)(2) present; President and Chief Operating Officer of the
Company, 1968 to 1996; also a Director of Strattec
Security Corp. and Trustee of Rembrandt Funds.
Leonard J. Goldstein 74 1992 Retired; Chairman of the Board of Miller Brewing
(1)(2)(3)(4) Company, 1991 to 1993; President and Chief Executive
Officer of Miller Brewing Company, 1988 to 1991.

NOTES:

(1) Member of Executive Committee, of which Mr. Feitler is Chairman. No meetings
were held in 2000. The Executive Committee is empowered to exercise the
authority of the Board of Directors in the management of the business and
affairs of the Company between meetings of the Board, except for declaring
dividends, filling vacancies in the Board of Directors or committees
thereof, amending the Articles of Incorporation, adopting, amending or
repealing Bylaws and certain other matters.

(2) Member of Audit Committee, of which Mr. Stratton is Chairman. Two meetings
were held in 2000. The Audit Committee reviews accounting policies and
practices of the Company, including the adequacy of the system of internal
accounting controls. It also recommends to the Board a firm of independent
public accountants to make an audit of the annual financial statements of
the Company and reviews with the independent public accountants the plan and
result of their audit of these financial statements.

(3) Member of Compensation and Fringe Benefit Committee, of which Mr. Norris is
Chairman. Two meetings were held in 2000. The Compensation and Fringe
Benefit Committee establishes compensation arrangements for senior
management.

(4) Member of Stock Option Committee, of which Mr. Norris is Chairman. One
meeting was held in 2000. The Stock Option Committee administers the
granting of stock options to officers and other key employees of the Company
and its subsidiaries.

The Board of Directors held six meetings in 2000. All Directors attended at
least 75% of the meetings during 2000. The Company has no nominating or similar
committee of the Board of Directors.

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AUDIT COMMITTEE

The Board of Directors has adopted and approved a formal written charter for the
Audit Committee, a copy of which is attached to this Proxy Statement as Appendix
A. The Board of Directors has determined that the members of the Audit Committee
are "independent," as defined in the corporate governance standards of the NASD
relating to audit committees of companies with securities listed on the Nasdaq
National Market, meaning that they have no relationship to the Company that may
interfere with the exercise of their independence from management and the
Company.

AUDIT COMMITTEE REPORT

The Audit Committee of the Board of Directors oversees and monitors the
participation of the Company's management and independent auditors throughout
the financial reporting process.

In connection with its function to oversee and monitor the financial reporting
process of the Company, the Audit Committee has done the following:

- - reviewed and discussed the audited financial statements for the year ended
December 31, 2000 with the Company's management;
- - discussed with Arthur Andersen LLP, the Company's independent auditors, those
matters required to be discussed by SAS 61, as amended (Codification of
Statements on Auditing Standards, AU sec.380); and
- - received the written disclosure and the letter from Arthur Andersen LLP
required by Independence Standards Board Statement No. 1 (Independence
Discussions with Audit Committee) and has discussed with Arthur Andersen LLP
its independence.

Based on the foregoing, the Audit Committee recommended to the Board of
Directors that the audited financial statements be included in the Company's
annual report on Form 10-K for the year ended December 31, 2000.

The Audit Committee also reviewed the fees and scope of services provided to the
Company by Arthur Andersen LLP for the year ended December 31, 2000, as
reflected in the following table, and considered whether the provision of the
non-audit services described in the table is compatible with maintaining the
independence of Arthur Andersen LLP, and has determined that the provision of
such services is compatible.

TYPE OF SERVICE AMOUNT
--------------- ------

Audit Fees $87,500
Financial Information Systems Design and Implementation Fees --
All Other Fees $23,400

AUDIT COMMITTEE

Frederick P. Stratton, Jr., Chairman Virgis Colbert
Robert Feitler Leonard Goldstein
Frank Norris

5
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MANAGEMENT COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation of the Chief Executive Officer
and the four other most highly compensated executive officers of the Company as
of December 31, 2000, for the year 2000, as well as for the two previous years.

LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------------ ---------------------- -------
OTHER ANNUAL RESTRICTED OPTIONS/ LTIP ALL OTHER
NAME AND PRINCIPAL SALARY BONUS COMPENSATION STOCK SARS PAYOUTS COMPENSATION
POSITION YEAR ($) ($) ($)(1) AWARDS($) (#)(2)(3) ($) ($)(1)
------------------ ---- ------ ----- ------------ ---------- --------- ------- ------------

Thomas W. Florsheim 2000 250,000 -- -- -- 10,000 -- --
Chairman(4) 1999 250,000 -- -- -- 10,000 -- --
1998 287,500 -- -- -- 10,000 -- --
Thomas W. Florsheim, Jr. 2000 375,000 40,000 -- -- 10,000 -- --
President and Chief 1999 350,000 -- -- -- 10,000 -- --
Executive Officer(5) 1998 300,000 -- -- -- 10,000 -- --
John W. Florsheim 2000 285,000 30,000 -- -- 10,000 -- --
Executive Vice President 1999 260,000 -- -- -- 10,000 -- --
Chief Operating
Officer(5) 1998 215,000 -- -- -- 10,000 -- --
James F. Gorman 2000 234,000 20,000 -- -- 5,000 -- --
Vice President 1999 227,500 10,000 -- -- 5,000 -- --
1998 222,500 -- -- -- 5,000 -- --
Peter S. Grossman 2000 242,000 20,000 -- -- 5,000 -- --
Vice President 1999 237,000 5,000 -- -- 5,000 -- --
1998 230,500 2,500 -- -- 5,000 -- --

NOTES:

(1) Other compensation to the named individuals did not exceed the lesser of
$50,000 or 10% of salary.

(2) Options to acquire shares of Common Stock.

(3) The Company has granted no stock appreciation rights.

(4) Effective January 1, 1999, Thomas W. Florsheim stepped down as Chief
Executive Officer of the Company. He remains employed as Chairman of the
Board of Directors of the Company.

(5) Effective January 1, 1999, Thomas W. Florsheim, Jr. was appointed President
and Chief Executive Officer of the Company and John Florsheim was appointed
Executive Vice President, Chief Operating Officer and Assistant Secretary of
the Company.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
- ------------------------------------------------------------------------------------- POTENTIAL REALIZABLE
NUMBER OF % OF TOTAL VALUE AT ASSUMED
SECURITIES OPTIONS ANNUAL RATES OF
UNDERLYING /SARS STOCK PRICE
OPTIONS GRANTED TO APPRECIATION FOR
/SARS EMPLOYEES EXERCISE OR OPTION TERM
GRANTED IN FISCAL BASE PRICE EXPIRATION ---------------------
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- ----------- ---------- ----- ------

Thomas W. Florsheim 10,000 12 25.50 11-02-10 160,400 406,400
Thomas W. Florsheim, Jr. 3,565 4 28.05 11-02-05 28,056 62,031
6,435 8 25.50 11-02-10 103,217 261,518
John W. Florsheim 3,565 4 28.05 11-02-05 28,056 62,031
6,435 8 25.50 11-02-10 103,217 261,518
James F. Gorman 5,000 6 25.50 11-02-10 80,200 203,200
Peter S. Grossman 5,000 6 25.50 11-02-10 80,200 203,200

6
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AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR END OPTION/SAR VALUES

The following table provides information related to options exercised by the
named executive officers during 2000 and the number and value of options held at
December 31, 2000. The Company has not granted any stock appreciation rights.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE AT FY-END (#) AT FY-END ($)(2)(3)
ON EXERCISE REALIZED --------------------------- ---------------------------
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- -------- ----------- ------------- ----------- -------------

Thomas W. Florsheim 15,000 175,000 45,000 10,000 198,099 0
Thomas W. Florsheim, Jr. 15,000 175,000 45,000 10,000 198,099 0
John W. Florsheim 15,000 175,000 45,000 10,000 198,099 0
James F. Gorman 6,000 76,000 21,000 5,000 91,770 0
Peter S. Grossman 6,000 70,000 21,000 5,000 91,770 0

NOTES:

(1) Value is calculated based on the difference between the option exercise
price and the closing market price of the Common Stock on the date of
exercise multiplied by the number of shares to which the exercise relates.

(2) The fair market value of the Company's Common Stock at December 31, 2000 was
$24.50 (average of bid -- $24.125 and asked -- $24.875). Value was
calculated on the basis of the difference between the option exercise price
and $24.50 multiplied by the number of shares of Common Stock underlying the
option.

(3) All unexercisable options are out-of-the-money at December 31, 2000.

PENSION PLANS

The Company maintains a defined benefit pension plan for various employees of
the Company, including salaried employees. The Company also maintains an
unfunded excess benefits plan so that participants in the defined benefit
pension plan may receive pension benefits which they would otherwise be
prevented from receiving as a result of certain limitations of the Internal
Revenue Code.

The following table shows estimated annual benefits payable at normal retirement
under the general plan formula to persons whose normal retirement age is 65 in
specified earnings and years-of-service classifications. Amounts in excess of
$118,800 or based on income in excess of $170,000 are payable pursuant to the
excess benefits plan.

YEARS OF SERVICE
HIGHEST FIVE YEAR ----------------------------------------
AVERAGE EARNINGS 10 15 20 25
----------------- -- -- -- --

$100,000 $14,000 $ 22,000 $ 29,000 $ 36,000
150,000 22,000 34,000 45,000 56,000
200,000 30,000 46,000 61,000 76,000
250,000 38,000 58,000 77,000 96,000
300,000 46,000 70,000 93,000 116,000
350,000 54,000 82,000 109,000 136,000
400,000 62,000 94,000 125,000 156,000
450,000 70,000 100,000 141,000 176,000
500,000 78,000 118,000 157,000 196,000

The plans provide for normal retirement at age 65 and provide for reduced
benefits for early retirement beginning at age 55. Pension benefits are payable
as a straight life annuity and are calculated under a formula which is
integrated with Social Security, although the amounts determined under the
formula are not reduced by Social Security benefits or other offsets. The normal
retirement benefit is based on (i) the highest average earnings for any 5
consecutive years during the 10 calendar years ending with the year of
retirement, (ii) length of service up to 25 years and (iii) the highest average
covered compensation for Social Security purposes. Earnings covered by the plan
are generally defined as wages for purposes of federal income tax withholding
and therefore include the value realized upon the exercise of non-qualified
stock options and other minor items in addition to those included in the above
Summary Compensation Table as "Salary". Years of credited service under the
plans for the individuals described in the above Summary Compensation Table are
as follows: Mr. Florsheim -- 25; Mr. Gorman -- 25; Mr. Grossman -- 25; Mr.
Florsheim, Jr. -- 19; John W. Florsheim -- 7.

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10

The foregoing describes the general formula under the defined benefit plan and
related excess benefits plan as revised in 1991. Those salaried employees who
were covered in the plans on January 1, 1989 are provided with the higher of the
benefits described above or a minimum benefit based on a prior formula through
the defined benefit plan, the unfunded excess benefits plan described above and
an unfunded deferred compensation plan. The normal retirement benefit under the
prior formula is based on the highest average earnings for any 5 consecutive
years during the 10 calendar years preceding retirement and length of service up
to 25 years. Minimum benefit amounts are not subject to any deduction for Social
security benefits. Earnings covered by this formula are the same as those shown
in the above Summary Compensation Table as "Salary."

The following table shows estimated annual benefits payable under the prior
formula upon normal retirement to persons in specified earnings and
years-of-service classifications. Amounts in excess of $118,800 or based on
income in excess of $170,000 are payable pursuant to the excess benefits plan
and the deferred compensation plan.

YEARS OF SERVICE
HIGHEST FIVE YEAR ----------------------------------------
AVERAGE EARNINGS 10 15 20 25
----------------- ------- -------- -------- --------

$100,000 $16,000 $ 23,000 $ 31,000 $ 39,000
150,000 24,000 35,000 47,000 59,000
200,000 32,000 48,000 63,000 79,000
250,000 40,000 59,000 79,000 99,000
300,000 48,000 71,000 95,000 119,000
350,000 56,000 84,000 111,000 139,000
400,000 64,000 95,000 127,000 159,000
450,000 72,000 107,000 143,000 179,000
500,000 80,000 120,000 159,000 199,000

COMPENSATION OF DIRECTORS

Directors of the Company who are not also employees of the Company or
subsidiaries receive a quarterly retainer of $1,250. In addition, they receive
$1,000 for each Board or Committee meeting attended, except that for each
additional meeting attended on the same day the compensation is $500. These
Directors may defer payment of all or part of their fees under the Deferred
Compensation Plan for Directors until they cease to be Directors.

EMPLOYMENT AND DEFERRED COMPENSATION AGREEMENTS

The Company has entered into employment contracts with Thomas W. Florsheim, Jr.
and John W. Florsheim whereby, for services to be rendered, their employment
will be continued until December 31, 2001, at salary levels to be determined and
reviewed periodically. These contracts provide, among other things, that a lump
sum amount equal to slightly less than three times his base amount compensation
(as defined in Section 280G of the Internal Revenue Code) will be paid to Mr.
Thomas W. Florsheim, Jr. or Mr. John W. Florsheim, respectively, as severance
pay, in the event the Company terminates his employment without cause or he
terminates his employment following a change in control of more than 15% of the
shares of the Company, the replacement of two or more directors by persons not
nominated by the Board of Directors, any enlargement of the size of the Board of
Directors if the change was not supported by the existing Board of Directors, a
merger, consolidation or transfer of assets of the Company, or a substantial
change in his responsibilities. In the event Mr. Thomas W. Florsheim, Jr. or Mr.
John W. Florsheim is prevented from performing his duties by reason of permanent
disability, his normal salary will be discontinued and a disability salary of
$225,000 per annum for Thomas W. Florsheim, Jr. and $161,250 per annum for Mr.
John Florsheim will be paid until December 31, 2003. Also, in the event Mr.
Thomas W. Florsheim, Jr. or Mr. John W. Florsheim dies prior to the termination
of his employment under the contract, a death benefit equal to his salary at the
annual rate being paid to him at the date of death will be paid to a designated
beneficiary for a three-year period. As of January 1, 2001, Mr. Thomas W.
Florsheim's, Jr. annual salary is $400,000 and Mr. John W. Florsheim's annual
salary is $310,000.

The Company entered into deferred compensation agreements with both Mr. Thomas
W. Florsheim and Mr. Robert Feitler under which each of them, or their
designated beneficiaries in the event of their death, would be entitled to a
deferred compensation benefit of $180,000 per year for twenty years upon
reaching age 65 while employed by the Company, payable commencing upon
retirement from employment by the Company or at death.

On December 1, 1995, the Board of Directors, with Mr. Florsheim and Mr. Feitler
abstaining, approved the amendment of the deferred compensation agreements
between the Company and Mr. Florsheim and Mr. Feitler. The amended agreements
accelerate the payments which would have been made under the

8
11

previous agreements. The amended agreements call for payments which have the
same present value at a 7% discount rate as of the employee's 65th birthday as
the compensation under the previous agreements.

The Company has entered into change of control agreements with four executives,
John Wittkowske, Peter Grossman, James Gorman, and David Couper. These contracts
provide that a lump sum equal to slightly less than three times his base amount
of compensation (as defined in Section 280G of the Internal Revenue Code),
calculated with respect to the 3 taxable year period ending before the date the
change of control occurs, will be paid as severance pay in the event of a change
of control. The change of control agreements define a change of control as an
event in which:

(1) more than 25% of the voting power of the outstanding stock of the Company is
directly or indirectly controlled by a person or group of persons other than
the members of the family of Thomas W. Florsheim and their descendents or
trusts;

(2) the Company consolidates or merges with another corporation or entity which
is not a wholly owned subsidiary of the Company unless such consolidation or
merger is approved by the Board of Directors when the majority of the
Directors are persons who have been nominated by the Board of Directors or
the Florsheims;

(3) all or substantially all of the operating assets of the Company have been
sold;

(4) the majority of the existing members of the Board of Directors have been
replaced by persons not nominated by the Board of Directors or the
Florsheims; or

(5) Section 2 of Article III of the Company's Bylaws is amended to enlarge the
number of directors of the Company if the change was not supported by the
existing Board of Directors or the Florsheims.

As of January 1, 2001, Mr. Wittkowske's annual salary is $220,000, Mr.
Grossman's annual salary is $247,000, Mr. Gorman's annual salary is $240,500 and
Mr. Couper's annual salary is $110,500.

REPORT OF THE COMPENSATION AND FRINGE BENEFIT COMMITTEE AND
STOCK OPTION COMMITTEE ON EXECUTIVE COMPENSATION

The Compensation and Fringe Benefit Committee and the Stock Option Committee are
composed of four non-employee directors who are responsible for establishing the
total compensation of the CEO and other executive officers of the Company.

Salaries of the CEO and other executive officers are reviewed annually and
adjusted according to individual performance and ability to fulfill the
position's assigned duties and responsibilities, its accountability and its
impact on the operations and profitability of the Company.

On January 30, 2001, the Compensation and Fringe Benefit committee ("the
Committee") met to establish executive officers' salaries for 2001 (effective
January 1, 2001). The CEO's salary was set at $400,000 and the COO's salary was
set at $310,000. They both also received stock options granted late in 2000, as
the committee recognizes stock ownership provides performance incentives that
encourage long-term growth in value for public shareholders.

Stock options were also granted in 2000 to all other executive officers of the
Company to link total executive compensation to stock price performance.

Based upon the Company's performance in 2000, specifically sales growth while
maintaining profitability, the Committee authorized the payment of bonuses to
all employees, including the CEO and other executive officers in 2000.

This report is submitted by the members of the Compensation and Fringe Benefit
Committee and the Stock Option Committee.

Virgis W. Colbert
Leonard J. Goldstein
Frank W. Norris
Frederick P. Stratton, Jr.

9
12

COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FOR THE YEAR ENDED: DECEMBER 31, 2000

[PERFORMANCE GRAPH]

- ---------------------------------------------------------------------------------------------------------------
1996 1997 1998 1999 2000
- ---------------------------------------------------------------------------------------------------------------

Weyco Group, Inc. Company 108 179 204 209 203
- ---------------------------------------------------------------------------------------------------------------
NASDAQ Non-Financial Index Stock Index 121 142 209 409 238
- ---------------------------------------------------------------------------------------------------------------
Russell 3000 - Shoes Peer Group Index 154 127 104 104 142
- ---------------------------------------------------------------------------------------------------------------

STOCK PERFORMANCE

The following line graph compares the cumulative total shareholder return on the
Company's common stock during the five years ended December 31, 2000 with the
cumulative return on the Nasdaq Non-Financial Stock Index and the Russell
3000-Shoes Index. The comparison assumes $100 was invested on December 31, 1995
in the Company's common stock and in each of the foregoing indices and assumes
reinvestment of dividends.

INDEPENDENT PUBLIC ACCOUNTANTS

It is expected that Arthur Andersen LLP, the Company's independent public
accountants for 2000, will be selected for 2001 by the Board of Directors
immediately following the annual meeting of shareholders. A representative of
Arthur Andersen LLP is expected to be present at the annual meeting of
shareholders with the opportunity to make a statement if so desired and such
representative is expected to be available to respond to appropriate questions.

METHOD OF PROXY SOLICITATION

The entire cost of solicitation of proxies will be borne by the Company. The
officers of the Company may solicit proxies from some of the larger
shareholders, which solicitation may be made by mail, telephone, or personal
interviews; these officers will not receive additional compensation for
soliciting such proxies. Request will also be made of brokerage houses and other
custodians, nominees and fiduciaries to forward, at the expense of the Company,
soliciting material to the beneficial owners of shares held of record by such
persons.

OTHER MATTERS

The Company has not been informed and is not aware that any other matters will
be brought before the meeting. However, proxies will be voted with discretionary
authority with respect to any other matters that properly may be presented to
the meeting.

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13

INCORPORATION BY REFERENCE

The Company's financial statements and the related management's discussion and
analysis of financial condition and results of operation are incorporated by
reference from the Company's Annual Report to Shareholders.

SHAREHOLDER PROPOSALS

Shareholder proposals must be received by the Company no later than November 30,
2001, in order to be considered for inclusion in next year's annual meeting
proxy statement. In addition, a proposal submitted outside of Rule 14a-8 will be
considered untimely, and the Company may use discretionary voting authority for
any proposal that may be raised at next year's annual meeting unless the
proponent notifies us of the proposal not later than February 6, 2002.

[WEYCO GROUP, INC. LOGO]

March 23, 2001 JOHN F. WITTKOWSKE
Milwaukee, Wisconsin Secretary

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14

APPENDIX A

WEYCO GROUP, INC.
AUDIT COMMITTEE CHARTER

The Audit Committee consists of at least three (3) members of the Board of
Directors who are not employees of the Company. The Audit Committee's primary
duties and responsibilities are to: (1) monitor the integrity of the financial
statements of the Company, (2) monitor the compliance by the Company with legal
and regulatory requirements and (3) oversee the independence and performance of
the Company's external auditors.

The members of the Audit Committee shall meet the independence and experience
requirements of the New York Stock Exchange. The Audit Committee shall have the
authority to retain at the Company's expense special legal, accounting or other
consultants to advise the Committee. The Audit Committee may request any
employee of the Company or the Company's outside counsel or independent auditor
to attend a meeting of the Committee or to meet with any members of, or
consultants to, the Committee.

The Audit Committee shall:

Review Procedures

1. Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval.

2. Review the Company's annual audited financial statements with management and
independent auditors prior to filing or distribution. The review shall
include major issues regarding accounting and auditing principles and
practices as well as the adequacy of internal controls that could
significantly affect the Company's financial statements.

3. Review an analysis prepared by management and the independent auditor of
significant financial reporting issues and judgments made in connection with
the preparation of the Company's financial statements.

4. Review with management and independent auditor the Company's quarterly
financial statements prior to the filing of its Form 10-Q. At a minimum, the
Audit Committee Chairman must participate in these reviews.

5. Meeting periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.

6. Review major changes to the Company's auditing and accounting principles and
practices as suggested by the independent auditor or management.

Independent Auditors

7. Recommend to the Board the appointment of the independent auditors, who are
ultimately accountable to the Audit Committee and the Board.

8. Approve the fees to be paid to the independent auditor.

9. Receive periodic reports from the independent auditor regarding the
auditor's independence, discuss such reports with the auditor, and if so
determined by the Audit Committee, recommend that the Board take appropriate
action to satisfy itself of the independence of the auditor.

10. Evaluate together with the Board the performance of the independent auditor
and, if so determined by the Audit Committee, recommend that the Board
replace the independent auditor.

11. Meet with the independent auditor prior to the audit to review the planning
and staffing of the audit.

12. Obtain from the independent auditor assurance that Section 10A of the
Securities Exchange Act of 1934 has not been implicated.

13. Discuss with the independent auditor the matters required to be discussed by
Statement of Auditing Standards No. 61 relating to the conduct of the audit.

14. Review with the independent auditor any problems or difficulties the auditor
may have encountered and any management letter provided by the auditor and
the Company's response to that letter. Such review should include any
difficulties encountered in the course of the audit work, including any
restrictions on the scope of activities or access of required information.

15. On an annual basis, meet privately with the independent public accountants
to discuss any pertinent matters that they feel should be discussed,
including quality of management, financial and accounting

12
15

personnel, or determine if any restrictions have been placed by management
on the scope of their examination, and assure the auditors of the
Committee's availability for additional private discussion if they feel them
necessary.

Other Audit Committee Responsibilities

16. Review the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.

17. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators or
governmental agencies.

18. Meet at least annually with the chief financial officer and the independent
auditor in separate executive sessions.

While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.

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16

COMMON STOCK

PROXY
WEYCO GROUP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas W. Florsheim and Thomas W.
Florsheim, Jr. or either of them, proxies with full power of substitution, to
vote at the Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company")
to be held on April 24, 2001 at 10:00 A.M., local time and at any adjournment
thereof, hereby revoking any proxies heretofore given, to vote all shares of
Common Stock of the Company held or owned by the undersigned as directed on the
reverse, and in their discretion upon such other matters as may come before the
meeting.

(TO BE SIGNED ON REVERSE SIDE)
[SEE REVERSE
SIDE]

A [ X ] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE

FOR WITHHELD

1. Election of NOMINEES:
Directors [ ] [ ] Thomas W. Florsheim
for their Frank W. Norris
respective terms

INSTRUCTIONS: To withhold authority to vote for any individual
Nominee, print that nominee's name on the line provided below.

_____________________________________________________________

THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED FOR PROPOSAL 1 IF NO
INSTRUCTION TO THE CONTRARY IS
INDICATED OR IF NO DIRECTION IS GIVEN.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.

SIGNATURE(S)____________________________ DATE___________________________________

Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, trustee or guardian please give full
title as such.

CLASS B COMMON STOCK

PROXY
WEYCO GROUP, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Thomas W. Florsheim and Thomas W.
Florsheim, Jr. or either of them, proxies with full power of substitution, to
vote at the Annual Meeting of Shareholders of Weyco Group, Inc. (the "Company")
to be held on April 24, 2001 at 10:00 A.M., local time and at any adjournment
thereof, hereby revoking any proxies heretofore given, to vote all shares of
Class B Common Stock of the Company held or owned by the undersigned as directed
on the reverse, and in their discretion upon such other matters as may come
before the meeting.

(TO BE SIGNED ON REVERSE SIDE)
[SEE REVERSE
SIDE]

A [ X ] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE

FOR WITHHELD

1. Election of NOMINEES:
Directors [ ] [ ] Thomas W. Florsheim
for their Frank W. Norris
respective terms

INSTRUCTIONS: To withhold authority to vote for any individual
Nominee, print that nominee's name on the line provided below.

_____________________________________________________________

THE SHARES REPRESENTED BY THIS PROXY
WILL BE VOTED FOR PROPOSAL 1 IF NO
INSTRUCTION TO THE CONTRARY IS
INDICATED OR IF NO DIRECTION IS GIVEN.

PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY IN THE ENCLOSED ENVELOPE.

SIGNATURE(S)____________________________ DATE___________________________________

Note: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, trustee or guardian please give full
title as such.